Attached files
| file | filename |
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| EX-10.2 - SUMMIT HOTEL PROPERTIES LLC | v186012_ex10-2.htm |
| EX-10.1 - SUMMIT HOTEL PROPERTIES LLC | v186012_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 14,
2010
SUMMIT
HOTEL PROPERTIES, LLC
(Exact
name of registrant as specified in its charter)
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South Dakota
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000-51955
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20-0617340
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. employer identification no.)
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of incorporation or organization)
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2701
South Minnesota Avenue, Suite 6, Sioux Falls, South Dakota 57105
(Address
of principal executive offices, including zip code)
Registrant’s
Telephone Number, Including Area Code: (605)
361-9566
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
First
National Bank of Omaha – Credit Pool
On May 14
2010, Summit Hotel Properties, LLC (“Company”) entered into a First Amendment of
First Amended and Restated Loan Agreement related to its credit pool line of
credit ("Credit Pool") with First National Bank of Omaha. The Credit Pool is for
the purpose of providing interim financing for existing, newly acquired and
constructed hotels. Each loan from the Credit Pool is classified as either a
Pool One loan or a Pool Two loan. Loans from Pool One pay interest only for a
maximum of two years. Loans from Pool Two are for a term of five years, and
principal and interest payments are based upon a twenty-year amortization
schedule. The interest rate for Pool One loans is 90-day LIBOR plus 4.0%, with a
floor of 5.50%; the interest rate for Pool Two loans is 90-day LIBOR plus 4.0%,
with a floor of 5.25%. The Credit Pool carries a covenant that the Company may
not exceed an aggregate of $450 million outstanding debt without the prior
approval of the lender. We are further required to maintain a minimum aggregate
debt service coverage ratio of 1.50 to 1.00.The First Amendment of First Amended
and Restated Loan Agreement eliminates the lender’s obligation to enter into any
additional Pool One or Pool Two loans.
Fortress
Credit Corp. Loan
On May
17, 2010, the Company and successors to Fortress Credit Corp. (“Fortress”)
entered into an Amended and Restated Loan Agreement and related documents
extending the maturity date of the Fortress Loan (defined below) through March
5, 2011. In March 2007 the Company entered into a loan with Fortress (the
“Fortress Loan”), in the amount of $99.7 million and with an original maturity
date of March 5, 2010. Since entering into the original Fortress Loan, Fortress
assigned its interest in the Fortress Loan to Drawbridge Special Opportunities
Fund LP as administrative agent for Fortress Credit Opportunities I LP,
Drawbridge Special Opportunities Fund LP, Eton Park Opportunity Fund, L.P. and
Eton Park CLO Management 2. The outstanding principal balance of the Fortress
Loan was $85.4 million as of May 17, 2010.
Terms of
the Amended and Restated Loan Agreement include the following: the Fortress Loan
matures March 5, 2011, with an option for an additional six (6) month extension
contingent on meeting certain requirements. Furthermore, the interest rate is
30-day LIBOR plus 8.75%, subject to a LIBOR floor of 2.0%. LIBOR plus 5.75% will
be paid current, and the remainder will be accrued until maturity. As a
condition of the Fortress Loan extension, the Company agreed that all cash
generated by the Company and not required for payment of hotel operational
expenses, principal and interest payments on the Company’s loans, capital
expenditures, and other expenses related to owning and operating the Company,
will be reserved and used to pay down Company debts. The Amended and Restated
Loan Agreement also contains: covenants limiting the Company’s ability to sell
or refinance assets, incur debt or obtain equity without Fortress’s prior
approval; restrictions on distributions to members; and a requirement that the
Company maintain a 1.10:1.00 debt service coverage ratio through March 5, 2011,
and a 1.15:1.00 debt service coverage ratio after March 5, 2011 through final
maturity of the loan. The Company granted first mortgages to Fortress on all
unencumbered land and one hotel property located in Fort Myers, Florida, as well
as a second mortgage on one encumbered hotel property located in Lithia Springs,
Georgia. For additional information concerning the terms and conditions of the
Fortress Loan, please see the Amended and Restated Loan Agreement attached as
Exhibit 10.2.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information contained in Item 1.01 concerning the Company’s direct financial
obligations is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
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10.1
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First
Amendment of First Amended and Restated Loan Agreement between Summit
Hotel Properties, LLC and First National Bank of Omaha entered into May
14, 2010
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10.2
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First
Amended and Restated Loan Agreement between Summit Hotel Properties, LLC
and Drawbridge Special Opportunities Fund LP as administrative agent for
Fortress Credit Opportunities I LP, Drawbridge Special Opportunities Fund
LP, Eton Park Opportunity Fund, L.P. and Eton Park CLO Management 2
entered into May 17, 2010
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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SUMMIT
HOTEL PROPERTIES, LLC
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By:
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/s/
Kerry W. Boekelheide
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Name:
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Kerry
W. Boekelheide
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Title:
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Chief
Executive
Officer
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Dated: May
20, 2010